DEF 14A of Akebia Therapeutics, Inc., Apr 28, 2026

DEF 14A of Akebia Therapeutics, Inc.

Filed Apr 28, 2026 · FY20250001517022-26-000034

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS The Board of Directors currently consists of eight members and is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board of Directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by stockholders. A director elected by the Board of Directors to fill a vacancy in a class shall be elected for the unexpired term of his or her predecessor in office and until the director’s successor is duly elected and qualified, or until his or her earlier death, resignation or removal. The terms of the Class III directors are scheduled to expire on the date of the Annual Meeting. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, the Board of Directors’ nominees for election by the stockholders as the Class III directors are three current Class III directors: Adrian Adams, Michael Rogers and LeAnne M. Zumwalt. If elected, each Class III nominee will serve as a director until the 2029 annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. It is intended that the proxy in the form presented will be voted, unless otherwise indicated, for the election of the Class III director nominees to the Board of Directors. The Company has no reason to believe that any of the nominees will be unable to serve. In the event that one or more nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors to be elected at the Annual Meeting.

  2. Nominees for Directors

    Nominees for Directors The names of the nominees for Class III directors and certain information about each nominee are set forth below.

  3. Nominees for Directors

    | Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Age | | Adrian Adams | Director (Class III), Chairperson | 2018 | 75 | | Michael Rogers | Director (Class III) | 2018 | 66 | | LeAnne M. Zumwalt | Director (Class III) | 2021 | 67 |

  4. Nominees for Directors

    Biographical information relating to each nominee for election as director and each continuing director is shown below. The Company believes that each director meets the qualifications established by the Nominating and Corporate Governance Committee of our Board of Directors.

  5. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE NOMINEES FOR DIRECTOR

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESE NOMINEES FOR DIRECTOR

  6. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES The biographical information about the nominees for director is set forth below.

  7. Class III Director Nominees

    Class III Director Nominees Adrian Adams has served as a member of our Board of Directors since completion of the merger with Keryx Biopharmaceuticals, Inc., or Keryx, in December 2018. From January 2020 until November 2023, Mr. Adams served as Chief Executive Officer and Chairman of the board of directors of Impel Pharmaceuticals, Inc., a public biotechnology company. From 2016 to 2019, Mr. Adams served as Chief Executive Officer of Aralez Pharmaceuticals Inc., or Aralez, a pharmaceutical company that focused on the development, acquisition, and commercialization of cardiovascular, pain and other therapies and was a member of the Aralez board of directors from 2016 to 2019. From 2015 to 2016, Mr. Adams was the Chief Executive Officer and served on the board of directors of POZEN, Inc., a pharmaceutical company which was combined with Tribute Pharmaceuticals Canada Inc. to become Aralez Pharmaceuticals Inc. in 2016. In 2018, Aralez voluntarily commenced restructuring proceedings in Canadian Court and its U.S.-based subsidiaries, including POZEN, Inc., filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. Previously, Mr. Adams served as Chief Executive Officer, President and a director of Auxilium Pharmaceuticals, Inc., a specialty biopharmaceutical company, from 2011 until 2015, when it was acquired by Endo International plc. Prior to these roles, Mr. Adams served in several chief executive officer positions at several leading specialty pharmaceutical companies including Kos Pharmaceuticals, Inc., Sepracor, Inc., Inspire Pharmaceuticals, Inc. and Neurologix, Inc. Mr. Adams has also held general management and senior international and national marketing positions at Novartis, SmithKline Beecham and Imperial Chemical Industries (now part of AstraZeneca). Mr. Adams also serves as the Chairman of the board of directors at Talphera, Inc. Mr. Adams graduated from the Royal Institute of Chemistry at Salford University. We believe that Mr. Adams is qualified to serve on our Board of Directors due to his more than 30 years of experience in the pharmaceutical and biotechnology industries, including numerous roles as Chief Executive Officer. Michael Rogers has served as a member of our Board of Directors since completion of the merger with Keryx in December 2018. Mr. Rogers served as Chairman of the board of directors of Keryx from 2017 until completion of the merger, and a member of the board of directors of Keryx from 2016 until completion of the merger. From November 2020 until April 2024, he served as Chief Financial Officer of Apnimed, Inc., a development stage pharmaceutical company focused on obstructive sleep apnea (OSA) and other sleep-related breathing diseases, and from April 2024 until October 2024, he served as a financial consultant for Apnimed, Inc. Mr. Rogers served as Chief Financial Officer of Aerpio Pharmaceuticals, Inc., or Aerpio, a pharmaceutical company that merged with Aadi BioScience, Inc., from 2017 until 2019. Prior to Aerpio, Mr. Rogers was Chief Financial Officer of Acorda Therapeutics, Inc., a public biotechnology company developing and commercializing therapies to treat neurological disorders, from 2013 to 2016. From 1999 to 2009, Mr. Rogers was the Chief Financial Officer of Indevus Pharmaceuticals, Inc. until the company’s sale to Endo Pharmaceuticals, Inc. He also served as Chief Financial Officer at BG Medicine, Inc. Advanced Health Corporation and Autoimmune Inc. Prior to his roles as Chief Financial Officer, Mr. Rogers was an investment banker at Lehman Brothers and PaineWebber, where he focused on life sciences companies. Mr. Rogers previously served on the board of directors for EyePoint Pharmaceuticals, Inc. (formerly pSivida Corp.), Coronado Biosciences, Inc. and for Aravive, Inc. Mr. Rogers received his B.A. from Union College and an M.B.A. from the Darden School of Business at the University of Virginia. We believe that Mr. Rogers is qualified to serve on our Board of Directors due to his more than 30 years of financial experience and executive leadership in the biotechnology industry. LeAnne M. Zumwalt has served as a member of our Board of Directors since February 2021. From January 2000 to January 2021, Ms. Zumwalt served in various roles at DaVita Inc., or DaVita, one of the largest providers of kidney care services in the United States. From July 2011 to January 2021, Ms. Zumwalt served as DaVita’s Group Vice President, Government Affairs, and from 2007 to 2020 also led DaVita’s purchasing operations. From 2000 to 2011, Ms. Zumwalt served as a Vice President of DaVita in many capacities, including as Vice President, Investor Relations from 2000 to 2009. From 1997 to 1999, Ms. Zumwalt served as the Chief Financial Officer of Vivra Specialty Partners, Inc., a privately held healthcare service and technology firm. From 1991 to 1997, Ms. Zumwalt held various executive positions, including Chief Financial Officer, at Vivra Incorporated, a publicly held provider of renal dialysis services and other healthcare services. Prior to joining Vivra Incorporated, Ms. Zumwalt was a Senior Manager at Ernst & Young LLP. From 2018 to 2020, Ms. Zumwalt served on the board of directors of Adeptus Health Inc., a privately held healthcare services company, and from 2001 to 2017, Ms. Zumwalt served on the board of directors of The Advisory Board Company, which provided advice and best practices using research, technology, and consulting to improve healthcare and education institution performance. Ms. Zumwalt received her B.A. in Business Administration from Pacific Union College. We believe that Ms. Zumwalt is qualified to serve on our Board of Directors due to her extensive knowledge and expertise in the U.S. dialysis market.

  8. Current Directors Not Standing for Election at the Annual Meeting

    Current Directors Not Standing for Election at the Annual Meeting Set forth below is the biographical information for the members of the Board of Directors who are not standing for re-election at the Annual Meeting and whose terms of office will continue after the Annual Meeting.

  9. Current Directors Not Standing for Election at the Annual Meeting

    | Name | Positions and Offices Held with Akebia Therapeutics, Inc. | Director Since | Class and Year in Which Term Will Expire | Age | | John P. Butler | Director, President and Chief Executive Officer | 2013 | Class II—2028 | 61 | | Ronald E. Frieson | Director | 2021 | Class I—2027 | 67 | | Cynthia Smith | Director | 2018 | Class I—2027 | 57 | | Philip J. Vickers, Ph.D. | Director | 2026 | Class I—2027 | 66 | | Myles Wolf M.D., M.M.Sc. | Director | 2020 | Class II—2028 | 55 |

  10. Class I Directors

    Class I Directors Ronald E. Frieson has served as a member of our Board of Directors since November 2021. Since July 2020, Mr. Frieson has served as the Chief Operating Officer of Children’s Healthcare of Atlanta, or CHOA, a non-profit corporation whose mission focuses on bettering all aspects of children’s healthcare. Prior to serving as Chief Operating Officer, from 2015 to 2020, Mr. Frieson served as President, Foundation and External Affairs of CHOA. From 2008 to 2015, Mr. Frieson served as Chief Public Policy Officer of CHOA. Mr. Frieson also spent many years at BellSouth (acquired by AT&T Inc. in 2006) in roles of increasing responsibility, most recently serving as President, Georgia Operations. Additionally, Mr. Frieson was the first Chief Diversity Officer for BellSouth. Mr. Frieson currently serves as a board member of Krimson Community Foundation and as an advisory board member for Truist Bank Atlanta. Mr. Frieson also serves as the Chairman of the Board of Trustees of Colorado Technical University and is a member of The University of Tennessee Foundation board. He previously served as a board member for Children’s Miracle Network and Zoo Atlanta. In addition, Mr. Frieson served on the Board of Trustees of the American Kidney Fund from 2006 to 2012. Mr. Frieson holds a bachelor’s degree in finance from the University of Tennessee and an M.B.A. in Information Systems from Georgia State University. We believe that Mr. Frieson is qualified to serve on our Board of Directors due to his more than 15 years of experience immersed in healthcare systems operations, his experience driving improved patient outcomes and enabling access to healthcare for underserved populations and his work on diversity initiatives. Cynthia Smith has served as a member of our Board of Directors since August 2018. Since 2016, she has served as a board member and strategic advisor for biotechnology companies. Previously, she served as Chief Commercial Officer and a member of the Executive Committee of ZS Pharma, Inc., a specialty pharmaceutical company developing therapies for kidney and liver diseases, from 2013 to 2016, where she led efforts to transition the company from a development stage company to a commercial enterprise. ZS Pharma, Inc. was acquired by AstraZeneca in 2015. Prior to ZS Pharma, Inc., Ms. Smith served as Vice President, Market Access and Commercial Development at Affymax, Inc., from 2008 to 2013. From 2000 to 2008, she held various senior leadership positions in market access, corporate strategy, government relations and external affairs at Merck & Co. Before beginning her career in the biopharmaceutical industry, Ms. Smith served as a healthcare policy analyst in the Office of Management and Budget at the White House from 1995 to 2000. Ms. Smith currently serves on the boards of directors of Protara Therapeutics, Inc., Spero Therapeutics, Inc., Agios Pharmaceuticals, Inc., Tvardi Therapeutics, Inc. and the French-American Foundation, and she served on the board of directors of Nivalis Therapeutics, Inc. from 2016 to 2017 and of Dicerna Pharmaceuticals, Inc. from 2018 until its acquisition by Novo Nordisk in 2021. Ms. Smith earned a B.A. from the University of North Carolina at Chapel Hill, an M.B.A. from the Wharton School of the University of Pennsylvania, and an M.S. in public policy from the Eagleton Institute of Politics at Rutgers University. We believe that Ms. Smith is qualified to serve on our Board of Directors due to her over two decades of broad leadership experience within the biopharmaceutical industry. Philip J. Vickers, Ph.D. has served as a member of our Board of Directors since April 2026. Since September 2023, Dr. Vickers has served as the President and Chief Executive Officer and a member of the Board of Directors of Solu Therapeutics, Inc., a venture capital backed biotechnology company. Dr. Vickers was the Chief Executive Officer and a member of the Board of Directors of Faze Medicines, a biotechnology company from January 2021 to November 2022. From November 2017 until December 2020, Dr. Vickers served as the President and Chief Executive Officer of Northern Biologics Inc., a biotechnology company. From June 2013 until June 2017, Dr. Vickers served as Global Head of Research and Development and a member of the Executive Committee of Shire plc, a biotechnology company focused on the development of therapies for the treatment of rare and specialty conditions. From October 2010 to September 2013, Dr. Vickers served as the Senior Vice President, Head of Research and Development, Human Genetic Therapies at Shire. Prior to Shire, Dr. Vickers held positions of increasing responsibility in research and development at Merck & Co., Inc., Pfizer Inc., Boehringer-Ingelheim International GmbH and Resolvyx Pharmaceuticals, Inc. Dr. Vickers served on the Board of Directors of AVROBIO, Inc., a biotechnology company, from January 2019 until its merger with Tectonic Therapeutic in June 2024, and on the Board of Directors of Revance Therapeutics, Inc., a biotechnology company, from February 2015 until May 2023. Dr. Vickers obtained his Ph.D. in biochemistry from the University of Toronto, which was followed by postdoctoral research in mechanisms of multidrug resistance in breast cancer at the National Cancer Institute in Bethesda, Maryland. We believe that Dr. Vickers is qualified to serve on our Board of Directors because of his scientific, executive, and industry experience in the biotechnology industry.

  11. Class II Directors

    Class II Directors John P. Butler has served as a member of our Board of Directors since July 2013 and was appointed as the President and Chief Executive Officer of Akebia in September 2013. Prior to joining Akebia, from 2011 until 2013, Mr. Butler served as the Chief Executive Officer of Inspiration Biopharmaceuticals, Inc. where he led the transactions that resulted in the sale of its hemophilia assets to Cangene Corporation and Baxter International in early 2013. From 1997 to 2011, Mr. Butler held various positions at Genzyme Corporation, now Sanofi, a pharmaceutical company, most recently serving as President of the company’s rare genetic diseases business. From 2002 until 2010, Mr. Butler led Genzyme Corporation’s renal division. Prior to his work at Genzyme Corporation, Mr. Butler held sales and marketing positions at Amgen Inc. and Hoffmann-La Roche. From 2018 to 2023, Mr. Butler served on the board of directors of Zynerba Pharmaceuticals, Inc. (now part of Harmony Biosciences). From 2013 to 2016, Mr. Butler served on the board of directors of Relypsa, Inc. (now part of CSL Vifor). From 2015 to 2017, Mr. Butler served on the Board of Directors of Keryx, and was Chairman of Keryx’s Board of Directors from 2016 to 2017. In July 2023, Mr. Butler was appointed to the board of directors of WaveBreak Therapeutics, Inc. In 2024, Mr. Butler began serving on the Health Section Governing Board of Biotechnology Innovation Organization and was appointed to the board of trustees of the American Kidney Fund. Mr. Butler served as Chairperson of Kidney Care Partners from 2020 to 2024, and formerly served as Chairman of the Board of Trustees of the American Kidney Fund. Mr. Butler received a B.A. in chemistry from Manhattan University, where he currently serves as a member of the advisory committee for the School of Arts and Science, and a M.B.A. from Baruch College, City University of New York. We believe that Mr. Butler is qualified to serve on our Board of Directors due to his industry experience in the biotechnology sector, particularly his experience working in the kidney disease area. Myles Wolf, M.D., M.M.Sc., has served as a member of our Board of Directors since April 2020. Dr. Wolf has significant experience advising biotechnology, pharmaceutical, and diagnostic firms on overall strategy, target identification, validation, and clinical drug development. He has served on standing scientific advisory boards for Akebia and Keryx. Since 2024, Dr. Wolf has served as Sanford I. Weill Professor and Chair of Medicine at Weill Cornell Medicine, and as Physician-in-Chief at New York Presbyterian Hospital. From 2016 to 2024, Dr. Wolf served as Chief of the Division of Nephrology and Charles Johnson, MD Professor of Medicine at Duke University School of Medicine. Since 2002, Dr. Wolf’s research has been supported by grants from the American Heart Association, National Kidney Foundation, American Society of Nephrology, and National Institutes of Health. The focus of his patient-oriented, epidemiological and basic laboratory research is disordered mineral metabolism across the spectrum of chronic kidney disease, including dialysis, kidney transplantation and earlier stages. Dr. Wolf’s research has been published in leading medical journals, including The New England Journal of Medicine, The Journal of the American Medical Association (JAMA), The Journal of Clinical Investigation, Circulation, Cell Metabolism, Journal of the American Society of Nephrology, and Kidney International, among others. Dr. Wolf has served on the editorial boards for Journal of the American Society of Nephrology, Clinical Journal of the American Society of Nephrology, Seminars in Nephrology, and Nature Reviews Nephrology, and as Editor of the “Mineral Metabolism” section of Current Opinion in Nephrology and Hypertension. In 2011, Dr. Wolf was elected to the American Society of Clinical Investigation and in 2017, he was elected to the Association of American Physicians. Dr. Wolf has been the recipient of several teaching, mentoring and research awards. Dr. Wolf earned his B.A. in biology from Johns Hopkins University, his M.D. from the State University of New York, Downstate, and his Master of Medical Sciences in Clinical and Physiological Investigation from Harvard Medical School. Dr. Wolf completed his internship and residency, and a fellowship in nephrology, at the Massachusetts General Hospital. Prior to joining Duke University in 2016, Dr. Wolf held faculty, leadership and administrative positions at Harvard Medical School, the University of Miami and Northwestern University. We believe that Dr. Wolf is qualified to serve on our Board of Directors due to his significant experience advising biotechnology, pharmaceutical, and diagnostic firms on overall strategy, target identification, validation, and clinical drug development.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee engaged with independent compensation consultant, Pearl Meyer & Partners, LLC, or Pearl Meyer, to review our director compensation for 2025 and for 2026. In accordance with the terms of its charter, the Compensation Committee makes recommendations to the Board of Directors regarding director compensation. The Board of Directors discusses the Compensation Committee’s recommendations and has final approval authority with respect to director compensation. The Board of Directors adopted the Fourth Amended and Restated Non-Employee Director Compensation Program, effective January 27, 2025, or the Prior Director Compensation Program. Most recently, the Board of Directors adopted the Fifth Amended and Restated Non-Employee Director Compensation Program, effective January 26, 2026, or the Current Director Compensation Program, which superseded the Prior Director Compensation Program in its entirety and applies to all director compensation beginning January 26, 2026. The Prior Director Compensation Program and the Current Director Compensation Program may be referred to jointly in this Proxy Statement as the “Director Compensation Programs.” Pursuant to, and in accordance with, the Director Compensation Programs, each director of the Company during 2025 who was not an employee of the Company, which we refer to in this Proxy Statement as a “Non-Employee Director”, was paid cash compensation during the year ended December 31, 2025 as follows:

  13. DIRECTOR COMPENSATION

    | | Annual Cash Retainer ($) | | Board of Directors: | | | Non-Employee Directors | 50,000 | | Additional Retainer for Chairperson | 35,000 | | Audit Committee: | | | Non-Chair Members | 10,000 | | Chairperson | 20,000 | | Compensation Committee: | | | Non-Chair Members | 7,500 | | Chairperson | 15,000 | | Nominating and Corporate Governance Committee: | | | Non-Chair Members | 5,000 | | Chairperson | 10,000 | | Research & Development Committee: | | | Non-Chair Members | 5,000 | | Chairperson | 10,000 |

  14. DIRECTOR COMPENSATION

    Under the Current Director Compensation Program, a Non-Employee Director serving as Chairperson of the Board shall be eligible to receive an additional annual retainer of $40,000 ($35,000 under the Prior Director Compensation Program) for such service. Under the Director Compensation Programs, each Non-Employee Director is eligible to receive an option to purchase 214,400 shares of Common Stock under the Akebia Therapeutics, Inc. 2023 Stock Incentive Plan, as amended, or the 2023 Plan, or any successor equity incentive plan thereto at the time of such Non-Employee Director’s initial appointment or election to the Board of Directors. We refer to such award throughout this Proxy Statement as an “Initial Award.” Each Initial Award granted under the Director Compensation Programs vests over three years, with 33 1/3% of the shares underlying the Initial Award vesting on the first anniversary of the date of grant and the remaining 66 2/3% of the shares underlying the Initial Award vesting ratably on the first day of each calendar quarter between the first anniversary of the date of grant and the third anniversary of the date of grant, subject to the Non-Employee Director’s continuous service through the applicable vesting date. In addition, under the Director Compensation Programs, each Non-Employee Director who has served on the Board of Directors for at least six months as of the date of any annual meeting of stockholders and continues to serve on the Board of Directors immediately following such annual meeting of stockholders, will be eligible to receive, on the date of such annual meeting, an option to purchase 53,600 shares of Common Stock and a grant of 35,700 restricted stock units, or RSUs. We refer to such grant of stock options and RSUs in this Proxy Statement as the “Subsequent Awards.” The Subsequent Awards (i) are granted subject to the terms of the 2023 Plan or any successor equity incentive plan and (ii) vest in full on the first anniversary of the grant date, subject to the Non-Employee Director’s continuous service through the applicable vesting date. These stock options have a 10-year term and are granted with an exercise price equal to the fair market value of a share of Common Stock on the date of grant. Pursuant to the form of stock option agreement and form of RSU agreement for the Non-Employee Directors adopted by the Board of Directors under the 2023 Plan or any successor equity incentive plan, if, in connection with a change in control (as such term is defined in the applicable award agreement), the outstanding Initial Award and Subsequent Awards held by a Non-Employee Director is not assumed or continued, and a new equity award is not granted in substitution thereof by the acquirer or survivor of a change in control (or an affiliate of the acquirer or survivor) in accordance with the terms of the 2023 Plan or any successor equity incentive plan, any unvested portion of such Initial Award and Subsequent Awards will vest in full upon such change in control.

  15. 2025 Director Compensation

    2025 Director Compensation The following table sets forth a summary of the compensation earned by each Non-Employee Director during the fiscal year ended December 31, 2025. Other than as set forth in the table below, we did not pay any cash compensation, make any equity awards or non-equity awards to, or pay any other compensation to any Non-Employee Director during the year ended December 31, 2025. Mr. Butler, our President and Chief Executive Officer, received no additional compensation for his service as a director and, consequently, is not included in the table below. The compensation received by Mr. Butler as an employee of the Company during 2025 is presented in the “2025 Summary Compensation Table” below.

  16. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2) | Option Awards($)(2) | All Other Compensation ($) | Total ($) | | Adrian Adams (3) | 92,500 | 139,944 | 182,582 | — | 415,026 | | Ronald E. Frieson (4) | 70,000 | 139,944 | 182,582 | — | 392,526 | | Steven C. Gilman, Ph.D. (5) | 62,500 | 139,944 | 182,582 | — | 385,026 | | Michael Rogers (6) | 70,000 | 139,944 | 182,582 | — | 392,526 | | Cynthia Smith (7) | 70,000 | 139,944 | 182,582 | — | 392,526 | | Myles Wolf, M.D., M.M.Sc. (8) | 65,000 | 139,944 | 182,582 | — | 387,526 | | LeAnne M. Zumwalt (9) | 65,000 | 139,944 | 182,582 | — | 387,526 |

  17. 2025 Director Compensation

    (1)Amounts listed represent fees earned in cash during the year ended December 31, 2025. (2)The amounts reported in the “Stock Awards” and “Option Awards” columns above represent the aggregate fair value amount of the RSUs and time-based stock options granted during the year ended December 31, 2025, respectively, computed as of the grant date of such RSUs and stock options, respectively, in accordance with Accounting Standards Codification, or ASC, Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the RSUs and stock options are set forth in Note 14 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026. (3)As of December 31, 2025, Mr. Adams held options to purchase 249,000 shares of our Common Stock and 35,700 RSUs. (4)As of December 31, 2025, Mr. Frieson held options to purchase 223,800 shares of our Common Stock and 35,700 RSUs. (5)As of December 31, 2025, Dr. Gilman held options to purchase 301,403 shares of our Common Stock and 35,700 RSUs. Dr. Gilman resigned from the Board effective April 1, 2026. (6)As of December 31, 2025, Mr. Rogers held options to purchase 301,403 shares of our Common Stock and 35,700 RSUs. (7)As of December 31, 2025, Ms. Smith held options to purchase 249,000 shares of our Common Stock and 35,700 RSUs. (8)As of December 31, 2025, Dr. Wolf held options to purchase 264,000 shares of our Common Stock and 35,700 RSUs. (9)As of December 31, 2025, Ms. Zumwalt held options to purchase 243,900 shares of our Common Stock and 35,700 RSUs. PROPOSAL 2—APPROVAL OF AN AMENDMENT TO OUR NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO (I) INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK FROM 375,000,000 TO 525,000,000 AND (II) INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 350,000,000 TO 500,000,000 We are asking our stockholders to approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock. Our authorized capital stock presently consists of 350,000,000 shares of Common Stock, and 25,000,000 shares of preferred stock, $0.00001 par value per share, or Preferred Stock. On April 15, 2026, our Board of Directors approved, subject to stockholder approval, an amendment to our Restated Certificate of Incorporation to (i) increase the number of authorized shares of capital stock from 375,000,000 to 525,000,000 and (ii) increase the number of authorized shares of our Common Stock from 350,000,000 to 500,000,000. The proposed amendment to our Restated Certificate of Incorporation would not increase or otherwise affect our authorized Preferred Stock. Our Common Stock is all of a single class, with equal voting, distribution, liquidation and other rights. The additional Common Stock to be authorized by adoption of the proposed amendment would have rights identical to our currently outstanding Common Stock. As of March 31, 2026, a total of 267,898,415 shares of Common Stock were issued and outstanding, no shares were held in treasury, and there were no shares of preferred stock issued or outstanding. As of March 31, 2026, there were (i) 8,904,236 time-based RSUs outstanding under our equity incentive plans, (ii) 175,250 performance based PSUs outstanding under our equity incentive plans, (iii) options outstanding to purchase an aggregate of 21,871,531 shares of Common Stock under our equity incentive plans, inducement awards, and arrangements and (iv) an aggregate of 16,482,848 and 4,164,300 shares of Common Stock reserved for future grants or purchases under our 2023 Plan and the Amended and Restated 2014 Employee Stock Purchase Plan, or ESPP, respectively. Additionally, as of March 31, 2026, (i) an aggregate of 2,115,385 shares of Common Stock were reserved for issuance upon the exercise of outstanding warrants and (ii) based on $1.39, the closing price per share of our common stock on The Nasdaq Capital Market on March 31, 2026, an aggregate of up to 22,990,395 shares of Common Stock were reserved for sale and issuance pursuant to an “at the market offering” under the Amended and Restated Open Market Sale Agreement, dated September 3, 2024, by and between us and Jefferies LLC, as agent. The actual number of shares that can be issued under such agreement will vary depending on the sales prices under the "at the market offering." Accordingly, out of the 350,000,000 shares of Common Stock presently authorized, 321,611,965 shares were issued or reserved for issuance and 28,388,035 shares of Common Stock are unreserved and remain available for future issuance as of March 31, 2026.

  18. Executive Summary

    Executive Summary Our Company We are a fully integrated biopharmaceutical company with two commercial products for patients impacted by kidney disease. We have built a business focused on developing and commercializing innovative therapeutics that we believe serve as a foundation for future growth, including by contributing net product revenue to support the development and advancement of our robust pipeline of mid-stage programs targeting rare kidney diseases and early-stage programs targeting kidney disease and non-kidney focused indications. We have established the Company as a leader in the kidney community and believe our cross-organizational expertise in kidney disease positions us for success. Chronic kidney disease, or CKD, is a condition in which the kidneys are progressively damaged to the point that they cannot properly filter the blood circulating in the body. This damage causes waste products to build up in the patient’s blood, leading to other health problems, including anemia, cardiovascular disease and bone disease. CKD significantly impacts the United States, or U.S., healthcare system, potentially affecting approximately 35.5 million patients. In 2022, in the U.S. treating Medicare beneficiaries with CKD cost an estimated $95.7 billion, and treating people on dialysis cost an estimated $45.3 billion. Our two commercial products address certain complications of kidney disease. Our current product portfolio includes: Vafseo® (vadadustat) is an orally administered medicine that was approved by the U.S. Food and Drug Administration in March 2024 for the treatment of anemia due to CKD in adult patients on dialysis for at least three months. The current U.S. market opportunity for the treatment of anemia due to CKD in patients with dialysis is approximately $1 billion based on current erythropoiesis stimulating agent pricing. Vafseo is the only oral hypoxia inducible factor, or HIF, based treatment available in the U.S. Vafseo entered the market in January 2025, at which time we had commercial supply agreements for the purchase of Vafseo in place with dialysis organizations caring for nearly 100% of dialysis patients in the U.S. Throughout 2025, we worked closely with dialysis organizations as their medical teams developed, implemented and operationalized protocols to enable prescribers to write Vafseo prescriptions for clinically appropriate patients. Currently, approximately 290,000 dialysis patients in the U.S. have prescribing access to Vafseo. Vafseo is approved for use in adults in 37 countries and is marketed in certain countries outside the U.S. by our partners. Auryxia® (ferric citrate) is an orally administered medicine approved and marketed in the U.S. for two indications: (1) the control of serum phosphorus levels in adult patients with dialysis dependent chronic kidney disease, and (2) the treatment of iron deficiency anemia in adult patients with non-dialysis-dependent chronic kidney disease. Today, we market Auryxia in the U.S. Auryxia became part of our portfolio in 2018 and has historically contributed meaningful revenue to the business. In March 2025, Auryxia reached loss of exclusivity. On March 11, 2026, Teva Pharmaceuticals Ltd. received approval for its Abbreviated New Drug Application for Auryxia, which we expect will compete with Auryxia. If additional generics are approved and enter the market, we expect it will adversely impact our revenue. Ferric citrate is approved for use and marketed in certain countries outside the U.S. by our partners. Our development pipeline includes: Our mid-stage rare kidney disease pipeline assets, praliciguat and AKB-097, are being evaluated to target areas of unmet need. In June 2021, we licensed praliciguat from Cyclerion Therapeutics, Inc. via an exclusive global license, which includes certain intellectual property rights to research, develop and commercialize the asset. Praliciguat is an oral, once-daily soluble guanylate cyclase stimulator. We are evaluating praliciguat for the treatment of biopsy-confirmed focal segmental glomerulosclerosis, a rare kidney disease, in a Phase 2 clinical trial. The first patient was dosed in this trial in December 2025. We also plan to assess the use of praliciguat in other rare podocytopathies in the future. In November 2025, we entered into an asset purchase agreement with Q32 Bio Inc. and Q32 Bio Operations Inc., together Q32, pursuant to which we purchased and assumed substantially all assets and liabilities of Q32 and its affiliates related to the research, development, manufacture and commercialization of Q32’s clinical-stage development candidate known as ADX-097, now referred to as AKB-097, an anti-C3d-Factor H fusion protein complement inhibitor. AKB-097 is a potential next-generation complement inhibitor, and we believe AKB-097 has applicability across a wide range of complement-mediated rare kidney diseases. AKB-097 is intended to provide targeted regulation of complement activation at sites of tissue injury while limiting systemic complement inhibition. We expect to initiate a Phase 2 basket study in the second half of 2026 to evaluate AKB-097 for the following indications: IgA Nephropathy; C3 Glomerulopathy; and Lupus Nephritis. Our early-stage pipeline assets include AKB-9090 and AKB-10108, which are HIF molecules. We plan to initially evaluate AKB-9090 for the treatment of cardiac surgery-related acute kidney injury, and we dosed the first patient in a Phase 1 study in healthy volunteers in April 2026. We may also study AKB-9090 in acute respiratory distress syndrome, as well as other acute treatment indications. AKB-10108 will potentially be evaluated for retinopathy of prematurity, in neonates, and other indications, and is currently in preclinical development. We continue to explore additional commercial and development opportunities to expand our pipeline and portfolio of novel therapeutics through both internal research and external innovation to leverage our fully integrated team. Key Compensation Decisions and Actions in 2025 and Early 2026 The Board of Directors and the Compensation Committee took several actions in 2025 and the first three months of 2026 taking into account our compensation philosophy and objectives, the needs and performance of our Company, individual performance, and other factors such as market data and industry best practices. •Base Salary Adjustments. The Board of Directors, upon recommendation by the Compensation Committee, reviewed and approved the base salary of our Chief Executive Officer, and the Compensation Committee reviewed and approved the base salaries of our other named executive officers in early 2025. Each of our named executive officers received annual merit-based salary adjustments to reflect their performance and contributions and to maintain reasonable positioning relative to our peer companies. •Annual Cash Bonus. In early 2025, the Board of Directors, upon recommendation by the Compensation Committee, approved certain performance goal categories with specific goals falling into each category, each with its own weighting to reflect their importance to our business. These goals relate to Vafseo and Auryxia product revenue, as well as lifecycle management, pipeline, financial objectives and people. In early 2026, the Board of Directors, upon recommendation by the Compensation Committee, reviewed our achievements against our 2025 corporate goals and approved the achievement of 90% of our 2025 corporate goals for our executive officers. The annual cash bonuses paid to our eligible named executive officers in early 2026 for 2025 performance were based entirely on the achievement of these corporate performance goals.

  19. Compensation Design

    Compensation Design Compensation Philosophy and Objectives In 2025, our named executive officer compensation policies and programs were designed to pay for performance that reflects the Company’s mission and core values. Within this overarching principle, there are a number of key objectives underpinning our 2025 named executive officer compensation program: •Attract and retain individuals who we believe best represent our core values and can make significant contributions towards achieving our purpose of bettering the life of each person impacted by kidney disease; •Motivate and reward individuals for attaining corporate performance goals that support our purpose; and •Foster long-term alignment of executive officer, stockholder and other stakeholder interests. Alignment with Company Strategy, Mission and Core Values Our named executive officer compensation policies have reinforced our compensation philosophy. While fixed compensation, such as base salary and benefits, are primarily designed to be competitive in the biopharmaceutical marketplace for employees, a substantial portion of our named executive officers’ compensation is linked to achieving scientific, business, organizational and operational goals through means that reflect our mission and core values. The annual cash bonuses paid to our named executive officers are based entirely on corporate performance goals established by the Board of Directors. Our executives make strategic decisions that influence the Company, and we believe it is appropriate to reward performance against corporate performance goals that are driven by adherence to our mission and core values. We provide a significant portion of our executive compensation in the form of long-term incentives, including stock options and RSUs to our executive officers that vest over time. These equity awards are a key aspect of our compensation philosophy and serve to align the interests of our named executive officers with our stockholders. The time-based equity awards that we provide to our executive officers are inherently performance-based as they are tied to future increases or decreases in the value of our stock. We believe that equity awards with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. In 2025, we also granted RSUs to our Chief Executive Officer that vest upon the achievement of certain performance conditions. The Board of Directors, in the case of the Chief Executive Officer, and the Compensation Committee, in the case of the other named executive officers, use a comparative framework to assess total compensation mix, but they do not have a pre-established policy for allocating total compensation. Rather, the Board of Directors and the Compensation Committee, as applicable, subjectively determine the appropriate level and mix of total compensation based on our compensation philosophy, peer group and broader market data, expected future contribution, experience, impact and individual performance. We are committed to a pay for performance culture and philosophy that also reflects the Company’s mission and core values. Our Chief Executive Officer’s pay is primarily performance-based, reflecting performance against pre-established corporate performance goals and share price performance. As shown below, our Chief Executive Officer's target compensation value increased in 2025 as compared to 2024 primarily due to an increase in long-term incentive value, resulting from an increased stock price (33.33%) at December 31, 2025 as compared to the grant date of the 2025 annual awards. However, realizable compensation for both 2024 and 2025 fell below target values for both years. This is due to the “in the money” value of options used in realizable pay and demonstrates the strong performance orientation of our compensation program. Our long-term equity incentive awards require meaningful stock price appreciation to deliver target or above target value, reinforcing our commitment to maintaining a compensation structure that is highly aligned with and sensitive to stockholder outcomes. (1)Reflects annual salary, target bonus, and grant date fair value of long-term incentive awards. (2)Reflects annual salary, actual bonus, and "in-the-money" long-term incentive award values at December 31, 2024 and December 31, 2025, respectively. Primary Elements of our Annual Executive Compensation Program The primary elements of our executive compensation program are:

  20. Compensation Design

    | Element | Purpose | Key Features and Timing | | Base Salary | Provide competitive, fixed compensation to attract and retain top executive talent who we believe best represent our core values and can make significant contributions towards achieving our purpose of bettering the life of each person impacted by kidney disease | •Cash-based •Initial base salaries are set at the time of hire, and adjustments to base salaries are considered in conjunction with changes in job responsibilities or annually as part of our merit increase process | | Annual Cash Bonus (at-risk cash) | Performance-contingent compensation to motivate and reward executives for attaining rigorous corporate performance goals that support our purpose of bettering the life of each person impacted by kidney disease | •Cash-based •Based entirely on achievement of corporate goals, in accordance with the Company’s then in effect Cash Incentive Plan •Generally measured and paid out on an annual basis, typically annually following the close of the previous fiscal year | | Long-term Incentives (at risk equity) | Variable incentive compensation to promote equity performance, support retention and foster long-term alignment of executive and stakeholder interests | •Equity-based •Generally granted in a combination of annual time-based stock options and RSUs, but may include performance stock units, or PSUs, performance-based stock options or stock appreciation rights, or SARs, each of which vests over time •Based on blended peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance relative to similar positions within the Company •Generally granted at the time of hire, and annually following the close of the fiscal year in accordance with the terms of the 2023 Plan, though may also be granted on a non-recurring basis to incentivize the achievement of specific corporate goals or help retain executives | | Benefits | Provide additional benefits to attract and retain top executive talent | •Includes payment of insurance premiums and other general benefits available to other employees |

  21. 2025 Compensation Decisions and Outcomes

    2025 Compensation Decisions and Outcomes Role of our Compensation Committee and Executive Officers The Compensation Committee, comprised entirely of independent directors, is responsible for overseeing our compensation philosophy and operates under a written charter. Among other things, the role of the Compensation Committee is to seek to ensure that compensation decisions represent sound fiscal policy and enable us to attract and motivate qualified personnel, review and approve the compensation of executives other than our Chief Executive Officer, and recommend to the Board of Directors the compensation of the Chief Executive Officer and the Board of Directors. The Board of Directors retains authority to approve the compensation of our Chief Executive Officer, upon recommendation by the Compensation Committee. The Compensation Committee conducts an annual review of the performance and compensation of each of our executive officers, including our Chief Executive Officer. In making its executive compensation determinations, the Compensation Committee and, if applicable, the full Board of Directors, considers recommendations from our Chief Executive Officer for our named executive officers (other than himself). In making his recommendations, our Chief Executive Officer has access to various third-party compensation surveys and compensation data provided by our Compensation Committee’s independent compensation consultant, as described below. While our Chief Executive Officer discusses his recommendations for the other named executive officers with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. Similarly, in making its recommendation to the Board of Directors on the compensation of the Chief Executive Officer, the Compensation Committee has access to various third-party compensation surveys and compensation data provided by the Compensation Committee’s independent compensation consultant, as described below. From time to time, various other members of management and other employees as well as outside advisors or consultants, including the Compensation Committee’s independent compensation consultant, may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in Compensation Committee meetings. No named executive officer is present during voting or deliberations on his or her own compensation. Say-on-Pay Advisory Vote Each year, pursuant to Section 14(a) of the Exchange Act, we submit to our stockholders a proposal to vote, on an advisory, non-binding basis, to approve the compensation of our named executive officers disclosed in our Proxy Statement. We first held this vote at the 2020 annual meeting of stockholders, during which our stockholders voted that we hold such a vote every year. This year we are asking that our stockholders vote to continue to hold such vote every year. In setting compensation, the Compensation Committee and the Board of Directors also consider the results of this “say-on-pay” vote. In 2024, this proposal received the support of 50.8% of the votes cast. In 2025, this proposal received the support of 74% of the votes cast. While the say-on-pay vote is advisory and not binding on the Company, we strongly value the opinions of our stockholders as expressed in the say-on-pay outcome. Engagement with our stockholders is very important to us and is conducted routinely throughout the year on a formal and informal basis. In late 2025, members of our senior management team proactively reached out to our top 50 stockholders, which included 36 institutional stockholders and 14 retail stockholders, representing 52.4% of our then outstanding Common Stock. The primary purpose of this outreach was to solicit feedback on our governance structure and executive compensation practices. Senior management informed these stockholders that the Board of Directors was also available to address any questions or concerns, and our calls with two of our institutional investors included director participation. A number of investors did not respond to our request for engagement. Senior management engaged with approximately four retail investors, whose feedback included a recommendation to specifically tie executive compensation to the Company's share price performance. Several investors responded that they were supportive of our executive compensation practices and declined to speak with management. Our senior management team discussed the feedback from these stockholders with the Compensation Committee, the Nominating and Governance Committee and the Board of Directors, and the Compensation Committee considered stockholder feedback related to linking executive compensation to value creation in the grant of compensation to our executive officers. Our use of PSUs in 2025 is responsive to that feedback. The Board of Directors is committed to engaging with stockholders in a meaningful way to address any concerns or issues that stockholders may have with respect to our executive compensation program. Stockholders who would like to discuss any issues relating to our executive compensation program should communicate with the Board of Directors by following the procedures described in this Proxy Statement under the "General Matters — Contacting the Board of Directors". Role of our Independent Compensation Consultant As a part of reviewing, recommending and determining, as applicable, compensation for our named executive officers for the year ended December 31, 2025, the Compensation Committee engaged Pearl Meyer as an independent compensation consultant. We first engaged Pearl Meyer during the second quarter of 2020. Pearl Meyer provided analyses and recommendations to the Compensation Committee regarding: •trends and emerging topics with respect to executive compensation; •peer group selection for executive compensation benchmarking; •compensation practices of our peer group; •compensation programs for executives, directors and all of our employees; and •stock utilization and related metrics. Pearl Meyer was engaged by the Compensation Committee and periodically meets with certain members of the Company’s senior management team for purposes of gathering information for its analyses and recommendations. In addition, when requested, Pearl Meyer representatives attended meetings of the Compensation Committee, including executive sessions in which executive compensation issues were discussed. In determining to engage Pearl Meyer, the Compensation Committee reviewed Pearl Meyer’s independence, taking into consideration relevant factors, including (i) the absence of other services provided to the Company by Pearl Meyer, (ii) the amount of fees the Company paid to Pearl Meyer as a percentage of Pearl Meyer’s total revenue, (iii) the policies and procedures of Pearl Meyer that are designed to prevent conflicts of interest, (iv) any business or personal relationship of the individual compensation advisors employed by Pearl Meyer with an executive officer of the Company or any member of the Compensation Committee, and (v) any stock of the Company owned by Pearl Meyer or the individual compensation advisors employed by Pearl Meyer. Our Compensation Committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of Pearl Meyer and the individual compensation advisors employed by Pearl Meyer as compensation consultants to the Compensation Committee has not created any conflicts of interest, and that Pearl Meyer is an independent compensation consultant pursuant to the independence standards set forth in The Nasdaq Capital Market listing standards promulgated pursuant to Section 10C of the Exchange Act. Executive Compensation Process

  22. 2025 Compensation Decisions and Outcomes

    The Compensation Committee compares our executive compensation against a peer group to determine market trends and competitiveness. On an annual basis, the Compensation Committee reviews the companies in our peer group, as well as the Compensation Committee consultant’s recommendations regarding which companies should be added to or removed from the peer group. The Compensation Committee may also adjust the peer group to ensure it properly reflects the market in which we compete for executive talent. The Compensation Committee retained Pearl Meyer to evaluate our executive compensation program and recommend a course of action for 2025. In determining the 2025 base salaries, annual cash bonuses and long-term incentives for our named executive officers, our Compensation Committee relied on the following peer group, or the 2025 Peer Group:

  23. 2025 Compensation Decisions and Outcomes

    Cara Therapeutics, Inc., Eagle Pharmaceuticals, Inc., Intercept Pharmaceuticals, Inc., and Mirum Pharmaceuticals, Inc. were included in our peer group for 2024, but removed from the 2025 Peer Group because their market capitalization or operating size moved outside of our targeted range or due to M&A activity. Esperion Therapeutics, Inc., Heron Therapeutics, Inc., Rigel Pharmaceuticals, Inc., and uniQure N.V. were added to the 2025 Peer Group. Pearl Meyer focused on developing a peer group that: •comprised U.S. based public companies traded on a major exchange and operating in the biotechnology or pharmaceutical industries, including companies in the greater Boston area; •captured commercial stage companies comparable in terms of market capitalization/valuation, revenue, cash runway, operating expenses and headcount; and •is sensitive to the criteria proxy advisors will apply when determining their recommendations with respect to the advisory vote on executive compensation. The 2025 Peer Group was developed using an objective process based on specific metrics that were used to evaluate and, as needed update, our approved peer group for 2024, including to identify potential new companies for inclusion. An initial group was evaluated based on U.S. based, biotechnology and pharmaceutical companies publicly traded on a major exchange. The group was further refined to focus on commercial stage companies in a comparable range to our then market capitalization, operating expenses and headcount. Lastly, the group was further filtered for companies in the same or a similar location and therapeutic area. The comparative statistics for the 2025 Peer Group were as follows:

  24. 2025 Compensation Decisions and Outcomes

    | | Market Capitalization* | Last Twelve Months Total Operating Expenses* | Full-time Employees* | | 2025 Peer Group Median | $362 million | $211 million | 201 | | Akebia Therapeutics, Inc. | $270 million | $221 million | 167 |

  25. 2025 Compensation Decisions and Outcomes

    *Market capitalization is as of August 1, 2024. Full-time employee data is as of fiscal year ended December 31, 2023, and Last Twelve Months Total Operating Expenses is as of December 31, 2023. Based on the 2025 Peer Group, Pearl Meyer prepared an assessment that included executive pay levels and compensation practices described in SEC filings. To determine the appropriate market information, Pearl Meyer supplemented the executive pay levels and compensation information from the peer group that the Company approved for 2025, with survey data from the Radford McLagan Compensation Database, which we purchased. The data consisted of a custom cut of 34 comparably sized publicly traded commercial life sciences companies, which provides a broader market representation of companies and deeper position reporting. To arrive at competitive market compensation, market data collected from the peer group and data from comparably sized publicly traded commercial life sciences companies from the Radford McLagan Compensation Database was incorporated appropriately to form a composite assessment. In analyzing and setting our executive compensation program for 2025, the Board of Directors and the Compensation Committee, as applicable, compared certain aspects of our named executive officers’ compensation to the compensation levels included in this market assessment. Based on the results of the assessment, the Board of Directors and the Compensation Committee, as applicable, determined that compensation levels for our named executive officers was generally competitive with market. Base Salaries The base salary for our Chief Executive Officer is determined annually by the Board of Directors, upon recommendation by the Compensation Committee. Base salaries for our named executive officers other than our Chief Executive Officer are determined annually by our Compensation Committee pursuant to the Compensation Committee charter and Nasdaq rules. Each such determination is based on the scope of each officer’s responsibilities along with his or her respective experience and contributions to the Company during the prior year and the Company’s performance during the prior year. When reviewing base salaries, the Board of Directors and the Compensation Committee, as applicable, takes factors into account such as data provided by Pearl Meyer, specifically market median data, market competitiveness, expected future contribution, experience, impact and individual performance relative to similar positions within the Company, but does not assign any specific weighting to any factor. Based on its review of the factors described above, in January 2025, the Board of Directors and the Compensation Committee, as applicable, approved a 4% increase in Mr. Butler's base salary, 2% increase (reflecting his more recent hire date) in Mr. Ostrowski's base salary, 4% increase in Dr. Burke's base salary, and 4.5% increase in Mr. Grund's base salary. The following table presents the base salaries for each of our named executive officers for the years 2024 and 2025, as approved by the Board of Directors and the Compensation Committee, as applicable, in January of each year. The 2024 base salaries became effective on February 23, 2024 and were retroactive to January 1, 2024. The 2025 base salaries became effective on February 21, 2025 and were retroactive to January 1, 2025.

  26. 2025 Compensation Decisions and Outcomes

    Annual Cash Bonuses All of our named executive officers participate in the Akebia Therapeutics, Inc. Cash Incentive Plan, or the Cash Incentive Plan, which is our annual cash bonus program that promotes and rewards our executives for the achievement of key strategic and business goals. The 2025 bonus plan period under the Cash Incentive Plan covered the 12-month period beginning on January 1, 2025 and ending on December 31, 2025. For the 2025 bonus plan period, the target annual bonus as a percentage of base salary, as determined based on the 2025 base salary amounts, was 75% for Mr. Butler and 45% for each of the other named executive officers. The Board of Directors and the Compensation Committee, as applicable, determined that annual cash bonus opportunities were competitive with the market based on Pearl Meyer's assessment of the market median data from the 2025 Peer Group and survey data from the Radford McLagan Compensation Database. The amount of each named executive officer’s annual bonus is based entirely on the Company’s performance against pre-established corporate goals. At the beginning of the 2025 bonus plan period, the Board of Directors established the below corporate goals for calendar year 2025, each having a designated weighting, which related to key development, strategic and financial goals of the Company. Our Chief Executive Officer and certain members of senior management report to the Compensation Committee and the Board of Directors on the Company’s overall performance on a regular basis throughout the year. At the end of the year, our Chief Executive Officer and certain members of senior management present the Compensation Committee with a proposed score based on the Company’s actual performance as calculated against the corporate goals established by the Board of Directors at the beginning of the year. The Company’s overall performance goals allow for some amount of subjective and qualitative assessment, so there are typically a series of meetings and discussions among senior management, the Compensation Committee and the Board of Directors as to the exact and appropriate scoring of the Company’s performance against the goals established by the Board at the beginning of the year. The following table sets forth the Company’s 2025 corporate goals and the level of achievement against those goals as determined by the Compensation Committee and the Board of Directors.

  27. 2025 Compensation Decisions and Outcomes

    (1) The commercial goal for 2025 was structured as an aggregate performance category intended to reflect commercial execution across the Company's commercial products. Results reflected meaningful over-achievement in Auryxia revenue and results below expectations in Vafseo revenue. Based on its assessment of performance against each of the pre-established revenue targets, the Compensation Committee determined a 68% achievement level. Based on the level of achievement of the pre-established corporate goals, each eligible named executive officer’s 2025 annual cash bonus could have ranged between 0% and 150% of his or her target annual bonus. In January 2026, our Compensation Committee met and evaluated the performance of the Company against these specified performance goals. Based on its evaluation, our Compensation Committee recommended, and the Board of Directors approved, that executives achieved 90% of the corporate performance goals for 2025. Our Compensation Committee based its determinations above on, among other factors, Vafseo and Auryxia revenue goals, our lifecycle management and pipeline goals, achievement of our financial and people goals and achievement of an upside goal, including that we: •Recorded Vafseo revenue of approximately $45 million in 2025; •Recorded Auryxia revenue of approximately $180 million in 2025; •Completed enrollment in the VOCAL clinical trial of Vafseo; •Enrollment was completed in the VOICE collaborative clinical trial of Vafseo; •Initiated the praliciguat Phase 2 study; •Completed all activities to enable first in human study initiation of AKB-9090; •Exited 2025 with an end of year cash balance that exceeded the target; •Conducted leader and manager development to enable organizational effectiveness, positive culture and change management; and •Completed the acquisition of AKB-097. The following table presents the annual cash bonuses for each of our named executive officers for 2025, as approved by the Board of Directors and the Compensation Committee, as applicable, which were based entirely on the achievement of our corporate performance goals established by the Board of Directors, as described above.

  28. 2025 Compensation Decisions and Outcomes

    | Named Executive Officer | 2025 Annualized Base Salary ($) | Target Bonus (as % of Base Salary) | Achievement (%) | | 2025 Annual Cash Bonus ($) | | John P. Butler | 860,700x | 75x | 90 | = | 580,973 | | Erik J. Ostrowski | 550,800x | 45x | 90 | = | 223,074 | | Steven K. Burke, M.D. | 598,237x | 45x | 90 | = | 242,286 | | Nicholas P. Grund | 505,362x | 45x | 90 | = | 204,672 |

  29. 2025 Compensation Decisions and Outcomes

    Long-Term Incentive Compensation All of our named executive officers are eligible to participate in our 2023 Plan. Pursuant to the 2023 Plan, the Board of Directors or the Compensation Committee, as applicable, has the authority to approve the grant of stock options, RSUs, PSUs and other stock- and incentive-based awards to employees, directors, consultants and advisors to the Company and its affiliates and, subject to limited exceptions set forth in the 2023 Plan, to set the terms of such awards, including provisions related to vesting and exercisability. When considering the grant of long-term incentive awards, the Board of Directors and the Compensation Committee, as applicable, takes factors into account such as peer group and broader market data, market competitiveness, expected future contribution, experience, impact and individual performance relative to similar positions within the Company, but does not assign any specific weight to any factor. In addition, when reviewing long-term incentive awards, the Board of Directors and the Compensation Committee, as applicable, reviews and considers the current equity holdings and vested and unvested positions of the named executive officers. As more fully described below, in fiscal year 2025, Mr. Butler, Dr. Burke, Mr. Grund and Mr. Ostrowski each received annual grants of stock options and RSUs in January 2025, and Mr. Butler received a PSU. 2025 Awards: Time-Based Stock Options and RSUs, and Performance-Based Awards In fiscal year 2025, Mr. Butler, Dr. Burke, Mr. Grund and Mr. Ostrowski each received an annual grant of time-based stock options and RSUs. The annual stock option grants are subject to time-based vesting conditions and generally vest, subject to continued service with the Company, as follows: 25% of the shares subject to the award vest on the first anniversary of the grant date and, thereafter, the shares continue to vest in quarterly installments over the subsequent three years, subject to the named executive officer’s continued service with the Company through the applicable vesting date. The annual RSU grants will vest on each of the first, second and third anniversaries of the grant date, subject to the named executive officers’ continued service with the Company through each such date. We believe these equity awards serve to align the interests of our named executive officers with our stockholders. In addition, we believe that equity grants with a time-based vesting feature promote retention because this feature incentivizes our named executive officers to remain in our employment during the vesting period. Furthermore, our current equity approach is aligned with the 2025 Peer Group and enables us to provide competitive compensation that also aligns the interests of our named executive officers with our stockholders. Based on the recommendation of the compensation consultant, the Compensation Committee and the Board of Directors set the annual grant levels to be generally competitive with the market long-term incentive awards when expressed as a percentage of common shares outstanding. The Compensation Committee and Board, as applicable, allocated approximately 50% to stock options and 50% to RSUs (or, in the case of our Chief Executive Officer, 50% to RSUs and PSUs). The Committee determined this allocation based on the desire to balance the goal of enhancing stockholder value with executive retention needs. The mix was also within market norms of the 2025 Peer Group. The grant date fair value of our 2025 annual long-term incentive grants was higher than the grant date fair value of our 2024 annual long-term incentive grants as a result of the increase in value of our common stock. In January 2025, on the recommendation of the Compensation Committee, the Board of Directors also approved the grant of 350,500 PSUs to Mr. Butler that were aligned with stockholder returns. The PSUs vest as follows: one-half of the total number of shares of common stock underlying the PSUs on each of (a) the later of (i) the date that the Compensation Committee certifies that the average closing price of the Company's common stock equals or exceeds $3.50 over a 30-day trading period and (ii) the first anniversary of the grant date, or the “Stock Price Hurdle 1 Performance Condition”, and (b) the later of (i) the date that the Compensation Committee certifies that the average closing price of the Company's common stock equals or exceeds $5.00 for over a 30-day trading period and (ii) the first anniversary of the grant date and, in each case, subject to Mr. Butler's continued service with the Company through the applicable vesting date. The closing stock price on the date of grant was $2.24, which required a 56% increase in the stock price to achieve the Stock Price Hurdle 1 Performance Condition, and over a 100% increase in the stock price to achieve the Stock Price Hurdle 2 Performance Condition. In July 2025, the Compensation Committee certified that the Stock Price Hurdle 1 Performance Condition met the performance condition during the performance period and one-half of the PSUs vested on January 31, 2026. In addition to annual grants, from time to time, we grant new hire awards, including pursuant to our inducement award program in accordance with Nasdaq Listing Rule 5635(c)(4), or special individual awards as part of our executive compensation program. The following table presents the annual time-based stock option, RSU and PSU awards granted to our named executive officers in 2025, each as approved by the Board of Directors and the Compensation Committee, as applicable.

  30. 2025 Compensation Decisions and Outcomes

    | Named Executive Officer | 2025 Annual Stock Option Grant (# of Shares of Common Stock Subject to Stock Options) | 2025 Annual RSU Grant (# of Shares of Common Stock Subject to RSUs) | 2025 PSU Grant (# of Shares of Common Stock Subject to PSUs) | | John P. Butler | 1,051,400 | 701,000 | 350,500 | | Erik J. Ostrowski | 292,300 | 194,900 | — | | Steven K. Burke, M.D. | 292,300 | 194,900 | — | | Nicholas P. Grund | 292,300 | 194,900 | — |

  31. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards We grant equity awards, including stock options and restricted stock units, to our employees and directors on an annual basis. We also grant equity awards to individuals upon hire or promotion or for retention purposes. During the last fiscal year, neither the Board nor the Compensation Committee took material nonpublic information into account when determining the timing or terms of equity awards, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. However, equity awards are generally granted on the last business day of the month in which they are approved by the Compensation Committee or the Board, as appropriate. There were no stock options granted to our named executive officers in the fiscal year ended December 31, 2025 during any period beginning four business days before the filing of a Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that disclosed material nonpublic information (other than a Form 8-K disclosing a material new option award grant under Item 5.02(e)), and ending one business day after the filing or furnishing of such report with the SEC.

  32. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information regarding compensation awarded to, earned by or paid to each of our named executive officers during the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023 (unless otherwise specified).

  33. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Nonequity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | John P. Butler, President and Chief Executive Officer | 2025 | 864,010 | — | 2,164,338 | 2,024,798 | 580,973 | 18,220 | 5,652,339 | | | 2024 | 833,966 | — | 1,013,880 | 1,314,898 | 1,033,200(4) | 64,170 | 4,260,114 | | | 2023 | 795,723 | — | 184,669 | 780,318 | 997,193 | 17,220 | 2,775,123 | | | | | — | | | | | | | Erik J. Ostrowski, Senior Vice President, Chief Financial Officer, Chief Business Officer and Treasurer | 2025 | 552,919 | — | 436,576 | 562,915 | 223,074 | 16,877 | 1,792,361 | | | 2024 | 284,414 | — | 357,000 | 445,310 | 127,825 | 573 | 1,215,122 | | Steven K. Burke, M.D., Senior Vice President, Chief Research & Development and Medical Officer | 2025 | 600,538 | — | 436,576 | 562,915 | 242,286 | 17,500 | 1,859,815 | | | 2024 | 579,653 | — | 339,696 | 440,575 | 433,853(5) | 17,250 | 1,811,027 | | | 2023 | 553,104 | — | 123,606 | 152,053 | 367,785 | 16,500 | 1,213,048 | | | | | — | | | | | | | Nicholas P. Grund, Senior Vice President, Chief Commercial Officer | 2025 | 506,742 | — | 436,576 | 562,915 | 204,672 | 17,500 | 1,728,405 | | | 2024 | 459,393 | — | 509,544 | 660,863 | 206,384 | 18,447 | 1,854,631 |

  34. 2025 Summary Compensation Table

    (1)The amounts reported in the “Stock Awards” and “Option Awards” columns above represent the grant date fair value of the stock options, RSUs, PSUs and SARs granted to our named executive officers during the years indicated as computed in accordance with ASC Topic 718, not including any estimates of forfeitures. The assumptions used in calculating the grant date fair value of the time-based stock options, RSUs, PSUs and SARs reported in the “Stock Awards” and “Option Awards” columns are set forth in Note 14 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value of any PSUs is based on the probability of achievement of the relevant milestones at the time of grant. PSUs are recognized on a straight-line basis over the requisite service period, regardless of whether the market condition has been satisfied and will vest upon the achievement of the performance target. The Company estimated the fair value of these awards as of the grant date using a Monte Carlo simulation that incorporates option-pricing inputs. Note that the amounts reported in these columns reflect the accounting cost for these time-based stock options, RSUs, PSUs and SARs, and do not correspond to the actual economic value that may be received by the named executive officers from the time-based stock options, RSUs, PSUs and SARs. (2)Amounts for 2023 represent cash bonuses earned for the 12-month bonus plan period from January 1, 2023 to December 31, 2023 under our Cash Incentive Plan. Amounts for 2024 represent cash bonuses earned for the 12-month bonus plan period from January 1, 2024 to December 31, 2024 under our Cash Incentive Plan. For Mr. Butler and Dr. Burke, see also footnotes (4) and (5), respectively. Amounts for 2025 represent cash bonuses earned for the 12-month bonus plan period from January 1, 2025 to December 31, 2025 under our Cash Incentive Plan. (3)For 2025, includes Company contributions to its 401(k) plan for the benefit of our named executive officers and, for Mr. Butler reimbursement of an additional amount for reserved parking in the garage at Company headquarters. For 2024, Mr. Butler received $46,200 of certain previously accrued vacation time. (4)Amount represents (i) $620,700 cash bonus earned for the 12-month bonus plan period from January 1, 2024 to December 31, 2024 under our Cash Incentive Plan, (ii) $175,000 paid upon the achievement of a milestone under Mr. Butler's previously-disclosed September 2021 cash incentive awards, and (iii) $237,500 paid pursuant to the terms of Mr. Butler's previously disclosed 2022 letter agreement. (5)Amount represents (i) $258,853 cash bonus earned for the 12-month bonus plan period from January 1, 2024 to December 31, 2024 under our Cash Incentive Plan and (ii) $175,000 paid upon the achievement of a milestone under Dr. Burke's previously-disclosed September 2021 cash incentive awards.

  35. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding non-equity and equity awards granted to each of our named executive officers during the year ended December 31, 2025. All non-equity incentive plan awards were made pursuant to our Cash Incentive Plan. In 2025, we granted time-based stock options and RSUs to our named executive officers as compensation and to provide an incentive to our named executive officers to remain employed with us during the vesting period. In addition, Mr. Butler was granted a market-based PSU. All RSUs and PSUs granted in 2025 represent the right to receive shares of our Common Stock and all stock options granted in 2025 consist of options to purchase shares of our Common Stock with an exercise price equal to the fair market value of our Common Stock on the date of grant. All such equity awards were granted under our 2023 Plan. The vesting schedule of each stock option, RSU and PSU included in the following table is described in the footnotes to the Outstanding Equity Awards as of December 31, 2025 table below.

  36. Grants of Plan-Based Awards

    | Name | Grant Date | Compensation Committee or Board of Directors Approval Date | Type of Award | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($) | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | | | | | | Target (#) | Maximum (#) | | | | | | John P. Butler | 1/31/2025 | 1/27/2025(2) | Annual Grant – Option | — | — | — | — | 1,051,400 | 2.24 | 2,024,798 | | | 1/31/2025 | 1/27/2025(2) | Annual Grant – RSU | — | — | — | 701,000 | — | — | 1,570,240 | | | 1/31/2025 | | Annual Grant – PSU(4) | — | 350,500 | 350,500 | — | — | — | 322,460(5) | | | — | 1/27/2025(2) | Annual Cash Bonus (3) | 645,525 | — | — | — | — | — | — | | Erik J. Ostrowski | 1/31/2025 | 1/21/2025 | Annual Grant – Option | — | — | — | — | 292,300 | 2.24 | 562,915 | | | 1/31/2025 | 1/21/2025 | Annual Grant – RSU | — | — | — | 194,900 | — | — | 436,576 | | | — | 1/21/2025 | Annual Cash Bonus (3) | 247,860 | | | | | | | | Steven K. Burke, M.D. | 1/31/2025 | 1/21/2025 | Annual Grant – Option | — | — | — | — | 292,300 | 2.24 | 562,915 | | | 1/31/2025 | 1/21/2025 | Annual Grant – RSU | — | — | — | 194,900 | — | — | 436,576 | | | — | 1/21/2025 | Annual Cash Bonus (3) | 269,207 | — | — | — | — | — | — | | Nicholas P. Grund | 1/31/2025 | 1/21/2025 | Annual Grant – Option | — | — | — | — | 292,300 | 2.24 | 562,915 | | | 1/31/2025 | 1/21/2025 | Annual Grant – RSU | — | — | — | 194,900 | — | — | 436,576 | | | — | 1/21/2025 | Annual Cash Bonus (3) | 227,413 | — | — | — | — | — | — |

  37. Grants of Plan-Based Awards

    (1)Reflects the fair value of time-based RSU and stock option awards on the date of grant calculated in accordance with ASC Topic 718. For a discussion of the assumptions used in the valuation of the time-based RSU awards and stock option awards granted to our named executive officers in 2025, see footnote (1) to the 2025 Summary Compensation Table above. (2)Each equity award granted to Mr. Butler was approved by our full Board of Directors pursuant to the terms of our 2023 Plan, and the charter of our Compensation Committee, and in accordance with Nasdaq rules and regulations. (3)The amounts shown in these rows represent the 2025 target payout amount of annual cash bonuses awarded to our named executive officers under our Cash Incentive Plan then in effect. Amounts are based on the target percentage applied to each named executive officer’s base salary as of December 31, 2025, assuming 100% corporate achievement. As described in more detail above, in 2025 each of our named executive officers, other than Mr. Butler, had an individual bonus target of 45% of his base salary, which was tied solely to the achievement of our corporate goals for 2025 (which was not determined as of December 31, 2025). Mr. Butler had an individual bonus target of 75% of his base salary, which was likewise tied solely to the achievement of our corporate goals for 2025 (which was not determined as of December 31, 2025). (4)In January 2025, on the recommendation of the Compensation Committee, the Board of Directors granted 350,500 PSUs to Mr. Butler that were aligned with stockholder returns. The PSUs vest as follows: one-half of the total number of shares of Common Stock underlying the PSUs on each of (a) the Stock Price Hurdle 1 Performance Condition, and (b) the later of (i) the date that the Compensation Committee certifies that the average closing price of the Company's Common Stock equals or exceeds $5.00 for over a 30-day trading period and (ii) the first anniversary of the grant date and, subject to Mr. Butler's continued service with the Company through the applicable vesting date. In July 2025, the Compensation Committee certified that the Stock Price Hurdle 1 Performance Condition met the performance condition during the performance period and therefore one-half of the PSUs vested on January 31, 2026. (5)These PSUs were granted under the 2023 Plan with a market condition and a time-based vesting component. Reflects the fair value multiplied by the number of the target units granted as of the grant date calculated using a Monte Carlo simulation.

  38. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table sets forth information concerning outstanding equity awards for each of our named executive officers as of December 31, 2025.

  39. Outstanding Equity Awards as of December 31, 2025

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | John P. Butler | — | 1,051,400(1) | — | 2.24 | 1/31/2035 | — | — | — | — | | | 396,025 | 509,175(1) | — | 1.68 | 1/31/2034 | — | — | — | — | | | 1,038,336 | 471,977(1) | — | 0.63 | 1/31/2033 | — | — | — | — | | | 693,466 | 46,234(1) | — | 2.16 | 2/28/2032 | — | — | — | — | | | 403,600 | —(1) | — | 3.46 | 2/26/2031 | — | — | — | — | | | 403,600 | — | — | 8.87 | 2/28/2030 | — | — | — | — | | | 350,000 | — | — | 7.28 | 2/28/2029 | — | — | — | — | | | 126,300 | — | — | 14.30 | 2/28/2028 | — | — | — | — | | | 190,000 | — | — | 10.14 | 2/21/2027 | — | — | — | — | | | 190,550 | — | — | 7.70 | 2/22/2026 | — | — | — | — | | | — | — | — | — | — | 1,201,043(2) | 1,933,679(3) | — | — | | | — | — | — | — | — | 175,250(6) | 282,153(3) | 175,250(6) | 282,153(6) | | Erik J. Ostrowski | — | 292,300(1) | — | 2.24 | 1/31/2035 | | — | | | | | 187,500 | 312,500(4) | — | 1.02 | 6/28/2034 | — | — | — | — | | | — | — | — | — | — | 428,234(4) | 689,457(3) | — | — | | Steven K. Burke, M.D. | — | 292,300(1) | — | 2.24 | 1/31/2035 | — | — | — | — | | | 132,693 | 170,607(1) | — | 1.68 | 1/31/2034 | — | — | — | — | | | 202,326 | 91,974(1) | — | 0.63 | 1/31/2033 | — | — | — | — | | | 200,000 | — | — | 0.41 | 5/12/2032 | — | — | — | — | | | 210,932 | 14,068(1) | — | 2.16 | 2/28/2032 | — | — | — | — | | | 120,000 | —(1) | — | 3.46 | 2/26/2031 | — | — | — | — | | | 105,500 | — | — | 8.87 | 2/28/2030 | — | — | — | — | | | 250,000 | — | — | 4.13 | 8/30/2029 | — | — | — | — | | | — | — | — | — | — | 395,100(2) | 636,111(3) | — | — | | Nicholas P. Grund | — | 292,300(1) | — | 2.24 | 1/31/2035 | — | — | — | — | | | 199,039 | 255,911(5) | — | 1.68 | 1/31/2034 | — | — | — | — | | | — | — | — | — | — | 397,100(5) | 639,331(3) | — | — |

  40. Outstanding Equity Awards as of December 31, 2025

    (1)Represents an option to purchase shares of our Common Stock granted on January 31, 2025, January 31, 2024, January 31, 2023, February 28, 2022 and/or February 26, 2021, as applicable, depending on whether such named executive officer was with the Company on such date. The options granted on each of these dates vest as follows: 25% of the options vested on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments over the following three years, subject to the executive’s continued performance of services to us through the applicable vesting dates. Vesting of all unvested shares subject to the option will accelerate in connection with a change in control pursuant to the terms of the applicable stock option agreement and/or Executive Severance Agreement, as discussed below. (2)Represents RSUs granted on January 31, 2025, January 31, 2024, and January 31, 2023. One third of the RSUs will vest on each of the first, second and third anniversaries of the grant date, subject to the executive’s continued performance of services to us through the vesting date. Vesting of the RSUs will accelerate in connection with a change in control pursuant to the terms of the applicable Restricted Stock Unit Agreement and/or Executive Severance Agreement, as discussed below. (3)Calculated based on the closing price per share of the Company’s Common Stock on December 31, 2025, the last trading date of the fiscal year, of $1.61. (4)Represents options and RSUs to purchase shares of our Common Stock granted to Mr. Ostrowski on June 28, 2024 and RSUs to purchase shares of our Common Stock granted to Mr. Ostrowski on January 31, 2025. The options were granted as an inducement material to Mr. Ostrowski's entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The options vest as follows: 25% of the options will vest on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continued performance of services to us through the applicable vesting dates. Vesting of all unvested shares subject to the option will accelerate in connection with a change in control pursuant to the terms of the applicable stock option agreement and/or Executive Severance Agreement, as discussed below. The RSUs vest as follows: one third of the RSUs will vest on each of the first, second and third anniversaries of the grant date, subject to the executive’s continued performance of services to us through the vesting date. Vesting of the RSUs will accelerate in connection with a change in control pursuant to the terms of the applicable Restricted Stock Unit Agreement and/or Executive Severance Agreement, as discussed below. (5)Represents options and RSUs to purchase shares of our Common Stock granted to Mr. Grund on January 31, 2024 and RSUs to purchase shares of our Common Stock granted to Mr. Grund on January 31, 2025. The options were granted as an inducement material to Mr. Grund's entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). The options vest as follows: 25% of the options vested on the first anniversary of the grant date with the remaining 75% vesting in equal quarterly installments over the next three years, subject to the named executive officer’s continued performance of services to us through the applicable vesting dates. Vesting of all unvested shares subject to the option will accelerate in connection with a change in control pursuant to the terms of the applicable stock option agreement and/or Executive Severance Agreement, as discussed below. The RSUs vest as follows: one third of the RSUs will vest on each of the first, second and third anniversaries of the grant date, subject to the executive’s continued performance of services to us through the vesting date. Vesting of the RSUs will accelerate in connection with a change in control pursuant to the terms of the applicable Restricted Stock Unit Agreement and/or Executive Severance Agreement, as discussed below. (6)Represents PSUs granted to Mr. Butler on January 31, 2025. The PSUs were granted with performance and service-based vesting conditions tied to market-based performance of our Common Stock. The PSUs vest as follows: one-half of the total number of shares of common stock underlying the PSUs on each of (a) the Stock Price Hurdle 1 Performance Condition, and (b) the later of (i) the date that the Compensation Committee certifies that the average closing price of the Company's common stock equals or exceeds $5.00 for over a 30-day trading period and (ii) the first anniversary of the grant date and, subject to Mr. Butler's continued service with the Company through the applicable vesting date. The performance conditions must be achieved by the second anniversary of the grant date. In July 2025, the Compensation Committee certified that the Stock Price Hurdle 1 Performance Condition met the performance condition during the performance period and therefore one-half of the PSUs vested on January 31, 2026. Vesting of the PSUs may accelerate in connection with a change of control pursuant to the terms of the applicable Performance-Based Restricted Stock Unit Agreement and/or the Amended CEO Executive Severance Agreement, as discussed below.

  41. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table sets forth certain information regarding the exercise of options to purchase shares of our Common Stock and the vesting of RSUs and PSUs with respect to shares of our Common Stock that were held by our named executive officers during the year ended December 31, 2025.

  42. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | John P. Butler | — | — | 396,583 | 850,239 | | Erik J. Ostrowski | — | — | 116,666 | 423,831 | | Steven K. Burke, M.D. | — | — | 152,800 | 334,472 | | Nicholas P. Grund | — | — | 101,100 | 226,464 |

  43. Option Exercises and Stock Vested Table

    (1)The value realized when the stock awards vested represents the number of shares underlying the units vested multiplied by market value of a share of our common stock on the vesting date.

  44. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table presents our estimate of the amount of severance benefits to which each of our named executive officers would be entitled if a termination occurred on December 31, 2025 under the circumstances set forth in the column headings.

  45. Potential Payments Upon Termination or Change of Control

    | Name | Executive Payments and Benefits upon Termination (1) | Termination by the Company without Cause or by Executive for Good Reason (No Change in Control) $ | Termination by the Company without Cause or by Executive for Good Reason (Change in Control) $(6) | | John P. Butler | Cash Severance (2) | 860,700 | 860,700 | | | Non-Equity Incentive Plan Compensation (3) | — | 322,763 | | | Equity (4) | | | | | Options | — | 1,480,107 | | | RSUs | — | 1,933,679 | | | PSUs | — | 282,153 | | | Other Benefits (5) | 20,256 | 20,256 | | | Total | 880,956 | 4,899,657 | | Erik J. Ostrowski | Cash Severance (2) | 550,800 | 550,800 | | | Non-Equity Incentive Plan Compensation(3) | — | 123,930 | | | Equity (4) | | | | | Options | — | 295,000 | | | RSUs | — | 689,457 | | | Other Benefits (5) | 28,882 | 28,882 | | | Total | 579,683 | 1,688,069 | | Steven K. Burke, M.D. | Cash Severance (2) | 598,237 | 598,237 | | | Non-Equity Incentive Plan Compensation (3) | — | 134,603 | | | Equity (4) | | | | | Options | — | 528,414 | | | RSUs | — | 636,111 | | | Other Benefits (5) | 18,744 | 18,744 | | | Total | 616,981 | 1,916,109 | | Nicholas P. Grund | Cash Severance (2) | 505,362 | 505,362 | | | Non-Equity Incentive Plan Compensation(3) | — | 113,706 | | | Equity (4) | | | | | Options | — | — | | | RSUs | — | 639,331 | | | Other Benefits (5) | 85 | 85 | | | Total | 505,447 | 1,258,484 |

  46. Potential Payments Upon Termination or Change of Control

    (1)Represents amounts payable under the terms of the Executive Severance Agreements in effect as of December 31, 2025. All amounts listed in the table are in addition to any amounts earned or accrued but unpaid as of the date of termination. (2)Represents 12 months of base salary continuation. (3)Non-equity incentive plan compensation payment amount assumes no bonus amounts for 2025 have been paid to the executive as of December 31, 2025, and that all 2024 bonus amounts have been paid as of such date to Mr. Butler and Dr. Burke, in each case, as would be consistent with the Company’s historical practice. Represents an amount equal to 50% of the executive’s annual target bonus for 2025, prorated based on the number of months the executive was employed prior to his or her termination. (4)In the event of a termination by the Company without cause or by the executive for good reason (no change in control), the executive’s time-based unvested equity and equity-based awards will remain outstanding and continue to vest in accordance with their terms during the executive’s severance period, as if he had remained employed during that time. Given that none of the equity and equity-based awards are accelerated, no value has been assigned in the table above where there is no change of control. With respect to options, reflects the in-the-money value of the unvested portion of such named executive officer’s options. The value is calculated by multiplying the amount (if any) by which $1.61, the closing price of our Common Stock on The Nasdaq Capital Market on December 31, 2025, exceeds the exercise price of the option by the number of shares subject to the accelerated portion of the option. With respect to RSUs, the value is calculated by multiplying the number of unvested RSUs with vesting provisions based solely on time (if any) by $1.61, the closing price of our Common Stock on The Nasdaq Capital Market on December 31, 2025. With respect to PSUs, the value is calculated by multiplying the number of unvested and achieved PSUs, with remaining vesting provisions based on time, by $1.61, the closing price of our Common Stock on The Nasdaq Capital Market on December 31, 2025. (5)Represents twelve months of reimbursement of a portion of the executive’s and the executive’s dependents’ COBRA premiums to the same extent as if the executive remained employed. (6)Unvested portions of equity-based awards will accelerate upon a change of control irrespective of whether the executive’s employment terminates in connection with the change in control.

  47. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Akebia’s compensation and benefits philosophy and the overall structure of our compensation and benefit programs encourage and reward all employees who contribute to our success. We strive to ensure that the pay of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are benchmarked and set to be market competitive. As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees (except for our principal executive officer), the annual total compensation of our principal executive officer, and the ratio of these two amounts. Using reasonable estimates and assumptions where necessary, and in accordance with SEC rules, in 2025 we identified our median employee by calculating the sum of annual base pay, target bonus amount, 401(k) company match contributions and the grant date fair value for equity awards granted in 2025 for all of our employees, excluding our Chief Executive Officer, Mr. Butler, who were employed by us on December 31, 2025. No cost-of-living adjustment or other adjustments were made. Using this median compensated employee, we calculated the total annual compensation for this employee by using the same methodology we use for our named executive officers as disclosed in the 2025 Summary Compensation Table above. The annual total compensation of our Chief Executive Officer, Mr. Butler, as reported in the 2025 Summary Compensation Table was $5,652,339 for 2025. The annual total compensation of our median compensated employee, excluding Mr. Butler, was $270,410 for 2025, resulting in a ratio of 21:1 for 2025. This ratio and annual total compensation amounts are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. Given that assumptions, estimates, methodologies, and adjustments that companies may apply to determine their pay ratio may differ, this information should not be used as a basis for comparison between different companies.

  48. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  49. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer, or PEO, and non-PEO named executive officers, or Non-PEO NEOs, and our performance for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance. For discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review Compensation Discussion and Analysis beginning on page 25.

  50. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Summary Compensation Table Total for PEO (1) $ (b) | Compensation Actually Paid to PEO (2)(3) $ (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (4) $ (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2)(3)(4) $ (e) | Total Shareholder Return $ (f) | Peer Group Total Shareholder Return (5) $ (g) | Net Income (Loss) (in millions) $ (h) | Net Product Revenue (6) (in millions) $ (i) | | 2025 | 5,652,339 | 4,222,168 | 1,793,527 | 1,537,456 | 57.50 | 124.75 | (5.3) | 227.3 | | 2024 | 4,260,114 | 5,569,779 | 1,428,373 | 1,388,958 | 67.86 | 93.49 | (69.4) | 152.2 | | 2023 | 2,775,123 | 4,501,506 | 1,232,633 | 1,518,205 | 44.29 | 94.03 | (51.9) | 170.3 | | 2022 | 3,072,539 | 707,639 | 1,372,956 | 623,367 | 20.61 | 89.90 | (94.2) | 177.1 | | 2021 | 3,133,316 | 2,424,435 | 1,402,223 | 1,167,442 | 80.71 | 100.02 | (282.0) | 142.2 |

  51. Pay Versus Performance

    (1)The PEO for all five fiscal years is our Chief Executive Officer, John P. Butler. (2)The amounts shown for 2025 Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers during the applicable year. Calculations reflect the Summary Compensation Table Total with certain adjustments made in accordance with Item 402(v), as summarized in the following table:

  52. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $5,652,339 | $1,793,527 | $4,260,114 | $1,428,373 | $2,775,123 | $1,232,633 | $3,072,539 | $1,372,956 | $3,133,316 | $1,402,223 | | Adjustments for Pension | | | | | | | | | | | | Adjustment Summary Compensation Table Pension | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Amount added for current year service cost | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Pension | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | | | | | | (Subtract): Aggregate value for stock awards and option awards included in the Summary Compensation Table for the covered fiscal year | $(4,189,136) | $(999,491) | $(2,328,778) | $(781,080) | $(964,987) | $(458,963) | $(1,749,327) | $(585,304) | $(1,772,676) | $(600,887) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $2,758,591 | $668,599 | $2,598,318 | $814,509 | $2,019,961 | $428,553 | $444,435 | $216,457 | $1,126,591 | $395,336 |

  53. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $(566,748) | $(175,372) | $786,724 | $61,202 | $491,497 | $89,830 | $(811,280) | $(279,696) | $(282,800) | $(87,551) | | Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $567,122 | $250,193 | $253,401 | $21,802 | $179,912 | $241,751 | $(248,729) | $(101,046) | $220,005 | $58,321 | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $— | $— | $— | $(155,848) | $— | $(15,600) | $— | $— | $— | $— | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $(1,430,171) | $(256,071) | $1,309,665 | $(39,415) | $1,726,383 | $285,571 | $(2,364,900) | $(749,588) | $(708,881) | $(234,781) | | Compensation Actually Paid (as calculated) | $4,222,168 | $1,537,456 | $5,569,779 | $1,388,958 | $4,501,506 | $1,518,205 | $707,639 | $623,367 | $2,424,435 | $1,167,442 |

  54. Pay Versus Performance

    (3)The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: -Expected life of each stock option is based on the "simplified method" using an average of the remaining vest and remaining term, as of the vest/fiscal year end date. -Exercise price is based on each grant date closing price and asset price is based on each vest/fiscal year end closing price. -Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/fiscal year end date. -Historical volatility is based on daily price history for each expected life (years) prior to each vest/fiscal year end date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. (4)Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2025: Erik J. Ostrowski, Steven K. Burke, M.D., Nicholas P. Grund 2024: Erik J. Ostrowski, Ellen E. Snow, Steven K. Burke, M.D., Nicholas P. Grund, Michel Dahan 2023: David A. Spellman, Steven K. Burke, M.D., Michel Dahan, Nicole Hadas, Ellen Snow 2022: David A. Spellman, Steven K. Burke, M.D., Michel Dahan, Nicole R. Hadas 2021: David A. Spellman, Steven K. Burke, M.D., Michel Dahan, Dell Faulkingham (5)The Peer Group Total Shareholder Return set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025. (6)We determined net product revenue to be the most important financial performance measure used to link our performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  55. Relationships Between Compensation Actually Paid to our NEOs and Performance Measures

    Relationships Between Compensation Actually Paid to our NEOs and Performance Measures The following charts show the relationships over the past five years of the Compensation Actually Paid, or CAP, amounts for our PEO and Non-PEO NEOs as compared to our cumulative total shareholder return, or TSR, peer group TSR, Net Income (Loss) and Net Product Revenue, as well as the relationship between our TSR and our peer group TSR: